UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 24, 2006 DUSA PHARMACEUTICALS, INC. (Exact name of registrant as specified in its charter) NEW JERSEY 0-19777 22-3103129 (State or other (Commission File (IRS Employer jurisdiction of Number) Identification incorporation) Number) 25 UPTON DRIVE WILMINGTON, MASSACHUSETTS 01887 (Address of principal executive offices, including ZIP code) (978) 657-7500 (Registrant's telephone number, including area code) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Securities Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01 - OTHER EVENTS. DUSA Pharmaceuticals, Inc. (the "Company") issued a press release on February 24, 2006, attached to and made a part of this report as Exhibit 99, reporting statistically significant interim results from its 80 patient, multi-center Phase II clinical study of photodynamic therapy (PDT) in the treatment of mild to moderate photo-damage (sun induced skin aging) of the face. Except for historical information, this report contains certain forward-looking statements that involve known and unknown risk and uncertainties, which may cause actual results to differ materially from any future results, performance or achievements expressed or implied by the statements made. These forward-looking statements relate to the possibility that additional parameters will reach statistical significance, belief concerning the usefulness of the product, and intention to consult with third parties regarding future development towards regulatory approval. Furthermore, the factors that may cause differing results include the uncertainties of completion of this trial and conducting new clinical trials, the regulatory approval process, the marketplace acceptance of the Company's products, sufficient funding to conduct new trials, product development risks, maintenance of the Company's patent portfolio, reliance on third party manufacturers, and other risks identified in DUSA's SEC filings from time to time. ITEM 9.01 - FINANCIAL STATEMENT AND EXHIBITS. Item No. Description -------- ----------- 99 Press Release, dated February 24, 2006 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. DUSA PHARMACEUTICALS, INC. Dated: February 24, 2006 By: /s/ D. Geoffrey Shulman ------------------------------ D. Geoffrey Shulman, MD, FRCPC Chairman of the Board and Chief Executive Officer EXHIBIT INDEX Item No. Description -------- ----------- 99 Press Release, dated February 24, 2006